Common use of Ownership of Subject Shares; Total Shares Clause in Contracts

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement; (ii) any applicable restrictions on transfer under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Stockholder is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement prior to its valid termination will be, the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares (together with, in the case of a Stockholder that is married, such Xxxxxxxxxxx’s spouse to the extent that the Subject Shares and any shares of Company Preferred Stock held by such Stockholder Options constitute community property under applicable Laws) and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Lien, except for (i) any such Encumbrance Lien that may be imposed pursuant to (i) this Agreement; Agreement and (ii) any applicable transfer restrictions on transfer of general applicability as may be provided under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement Laws (collectively, “Permitted EncumbrancesLiens”). Except to the extent acquired after the date hereof, the The Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that date hereof. Without limiting the foregoing, as of the date hereof, other than the Subject Shares listed on Schedule A opposite such Stockholder’s name (including any Company Board approved Stock Options), such Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the Merger Agreementsatisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Shares (or any securities convertible into or exercisable or exchangeable or redeemable for Shares) or any interest therein.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder Securities and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder Securities free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock Securities (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement; (ii) any applicable restrictions on transfer under the Securities Act or any other applicable securities law, ; (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder Shareholder (i) is the record and and/or “beneficial owner owner” (as defined in Rule 13d-3 under the Exchange Act) of his or her Subject Shares, all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder which are free and clear of any and all pledges, liens, security interests, claims, charges, restrictions, options, encumbrances, proxies, voting trusts trusts, voting agreements or agreementssimilar understandings, options, rights, understandings or arrangements or any agreements (other encumbrances than such agreements arising hereunder or restrictions whatsoever on titleunder the Merger Agreement) that would limit or restrict the ability of Shareholder to enter into this Agreement and perform his, transfer her or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock its obligations hereunder through (collectively, “Voting Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement; (ii) any applicable restrictions on transfer is the owner of Restricted Stock and Stock Options that are exercisable for the number of shares of Company Common Stock set forth opposite such Shareholder’s name under the Securities Act or any other applicable securities lawheading “Shares Beneficially Owned” on Annex I, (iii) any written policies all of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws which Restricted Stock and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the Subject Shares Stock Options and shares of Company Preferred Common Stock held by issuable upon the exercise of such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all Stock Options are free and clear of any Voting Encumbrances (except any Voting Encumbrances arising hereunder or under the Merger Agreement), and (iii) does not own, beneficially or otherwise, any securities of Company other than the shares of Company Common Stock, Restricted Stock, Stock Options to purchase shares of Company Common Stock, and shares of Company Common Stock issuable upon the exercise of such Stock Options, each as set forth opposite such Shareholder’s name under the heading “voting stockShares Beneficially Owned” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement.on Annex I.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, the Company Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder of, and has good and marketable title to all such to, the Subject Shares and shares of listed beside the Company Preferred Stock held by such Stockholder Stockholder’s name on Schedule I attached hereto, free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder a stockholder in respect of such the Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed (a) those created by this Agreement, (b) pursuant to (i) this Agreement; (ii) any applicable restrictions on transfer under the Securities Act state or any other applicable Federal securities law, laws or (iiic) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictionsEncumbrances that will not, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case either individually or in the aggregate) restrict in any material respect , impair the ability of such the Company Stockholder to comply with perform fully its obligations under this Agreement (collectively, “Permitted Encumbrances”)hereunder on a timely basis. Except to the extent acquired after As of the date hereof, the Company Stockholder does not own, beneficially or otherwise, any Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” or other securities of the Company other than as set forth in Schedule I hereto, except for 4,333 unexercised stock options (the “Unexercised Options”) and 3,859 unvested, performance-based, restricted stock awards (the “Unvested Stock”), each held under the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan and shares that are held in irrevocable trusts of which such the Company Stockholder is not, subject to any reversionary interest that he may have, the “beneficial owner” (as such terms are defined in Section 203 . Except pursuant to the Merger Agreement or this Agreement, no person has any contractual right or obligation to purchase or otherwise acquire any of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger AgreementStockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder Securities and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder Securities free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock Securities (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement; (ii) any applicable restrictions on transfer under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, the Stockholder is is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof) at all times during the Agreement Period (as defined below) will be, the record and and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such of the Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder a stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement; , (ii) any applicable restrictions on transfer under the Securities Act or any other applicable state securities law, law (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictionsEncumbrances that would not have, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case individually or in the aggregate) restrict in any , a material respect and adverse effect on the Stockholder’s ability of such Stockholder to comply with timely perform its obligations under this Agreement and (iv) the Stock Loan Agreements and the Voting and Disposition Agreement (collectively, “Permitted Encumbrances”). Except to the extent of any Subject Shares acquired after the date hereofhereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such the Stockholder’s name constitute all are the only shares of Company Class A Common Stock and Company Stock Options beneficially owned or owned of record by the Stockholder as of the date hereof. Other than the Subject Shares, the Stockholder does not own any shares of “voting stock” Company Class A Common Stock, Company Stock Options or any other options to purchase or rights to subscribe for or otherwise acquire any securities of the Company of which such Stockholder is the “owner” (as such terms are defined and has no interest in Section 203 or voting rights with respect to any securities of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger AgreementCompany.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Company Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder of, and has good and marketable title to all such to, the Subject Shares and shares of listed beside such Company Preferred Stock held by such Stockholder Stockholder’s name on Schedule I attached hereto, free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder a stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed (a) as provided hereunder, (b) pursuant to the Investor Agreement, dated as of April 4, 2012, by and between Nortek Inc. and ACOF II, ACOF Management II, L.P., ACOF Operating Manager II, L.P., Ares Management, Inc., ACOF III, ACOF Management III, L.P., ACOF Operating Manager III, LLC, Ares Management LLC, Ares Management Holdings LLC, Ares Holdings LLC and Ares Partners Management Company LLC. (ithe “Investor Agreement”) this Agreement; (iic) pursuant to any applicable restrictions on transfer under the Securities Act state or any other applicable federal securities law, laws or (iiid) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictionsEncumbrances that will not, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case either individually or in the aggregate) restrict in any material respect , impair the ability of such Company Stockholder to comply with perform fully its obligations under this Agreement (collectively, “Permitted Encumbrances”)hereunder on a timely basis. Except to the extent acquired after As of the date hereof, the such Company Stockholder does not own, beneficially or otherwise, any Subject Shares and shares or other securities of the Company Preferred Stock held by such Stockholder listed on Schedule A other than as set forth opposite such Company Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved Schedule I hereto. Except pursuant to the Merger Agreement, no person has any contractual right or obligation to purchase or otherwise acquire any of such Company Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Stockholder is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement will be, the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Encumbrance, except for (i) any such Encumbrance that may be imposed pursuant to (i) this Agreement; Agreement or any Organizational Documents of the Company, (ii) any applicable the Third Amended and Restated Investors’ Rights Agreement dated as of December 18, 2019, by and among the Company and the investors signatory thereto (the “IRA”) and (iii) transfer restrictions on transfer of general applicability as may be provided under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the The Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement. Without limiting the foregoing, as of the date hereof, other than the Subject Shares listed on Schedule A opposite such Stockholder’s name (including any Company Options or Company RSUs), such Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Shares (or any securities convertible into or exercisable or exchangeable or redeemable for Shares) or any interest therein.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Stockholder is is, and (except with respect to any Subject Shares Transferred in accordance with Section 5.1) at all times during the record and beneficial owner (as defined in Rule 13d-3 under term of this Agreement will be, the Exchange Act) Owner of all of such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Liens, except for any such Encumbrance Liens that may be imposed pursuant to (ia) this Agreement; Agreement and (iib) any applicable restrictions on transfer under the Securities Act or any other applicable state securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement law (collectively, “Permitted EncumbrancesStockholder Liens”). Except to the extent of any Subject Shares acquired after the date hereofhereof (which shall become Subject Shares upon that acquisition), the Subject Shares (as set forth on Schedule A opposite such Stockholder’s name) and shares of the Company Preferred Stock held by such Stockholder listed Options and the Company Warrants, in each case as set forth on Schedule A opposite such Stockholder’s name constitute (all of the shares of “voting stock” such Company Options and Company Warrants set forth on Schedule A opposite such Stockholder’s name, together with such Stockholder’s Subject Shares and any Company Options, Company Warrants or other securities of the Company of which that are hereafter issued to or otherwise acquired by such Stockholder is prior to the valid termination of this Agreement in accordance with Section 6.1, the “owner” (as Subject Securities”) are the only equity interests in the Company Owned by such terms are defined in Section 203 of the Delaware General Corporation Law) Stockholder as of the time that date hereof. As of the date hereof, other than the Subject Securities, neither such Stockholder nor any of its Affiliates Owns any Shares, Company Options, Company Warrants or any other interests in options to purchase or rights to subscribe for or otherwise acquire any securities of the Company Board approved and has no interest in or voting rights with respect to any securities of the Merger AgreementCompany.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Stockholder is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement will be, the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares (together with, in the case of an individual Stockholder that is married, Stockholder’s spouse to the extent that the Subject Shares and any shares of Company Preferred Stock held by such Stockholder Options constitute community property under applicable Legal Requirements) and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Encumbrance, except for (i) any such Encumbrance that may be imposed pursuant to (i) this Agreement; Agreement and (ii) any applicable transfer restrictions on transfer of general applicability as may be provided under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the The Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement. Without limiting the foregoing, as of the date hereof, other than the Subject Shares listed on Schedule A opposite such Stockholder’s name (including any Company Options), such Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Shares (or any securities convertible into or exercisable or exchangeable or redeemable for Shares) or any interest therein.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, the Stockholder is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement will be, the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such the Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Encumbrance, except for (a) any such Encumbrance that may be imposed pursuant to this Agreement or any Organizational Documents of the Company, (ib) this if the Stockholder is a party thereto, the Second Amended and Restated Investor’s Rights Agreement dated as of May 26, 2017, by and among Deciphera Pharmaceuticals, LLC and the investors signatory thereto, and/or the Deciphera Pharmaceuticals, Inc. Registration Rights Agreement; , dated as of September 27, 2017, by and among the Company and the investors signatory thereto, and (iic) any applicable transfer restrictions on transfer of general applicability as may be provided under the Securities Act Act, or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable United States or federal or state securities laws and similar considerations; (iv) any lien for current Taxes not yet due the rules and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement regulations promulgated thereunder (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the The Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such the Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such the Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) owner as of the time that the Company Board approved the Merger Agreement. Without limiting the foregoing, as of the date hereof, other than the Subject Shares listed on Schedule A opposite the Stockholder’s name (including any Company Options, Company Warrants, Company RSUs or Company PSUs), the Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock (or any securities convertible into or exercisable or exchangeable or redeemable for shares of Company Common Stock) or any interest therein.

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Stockholder is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement prior to its valid termination will be, the sole record and or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares (together with, in the case of a Stockholder that is married, such Xxxxxxxxxxx’s spouse to the extent that the Subject Shares and any shares of Company Preferred Stock held by such Stockholder Options constitute community property under applicable Laws) and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Lien, except for (i) any such Encumbrance Lien that may be imposed pursuant to (i) this Agreement; , (ii) repurchase option of the Company and any other transfer restrictions under the applicable Company Restricted Share Purchase Agreement, and (iii) transfer restrictions on transfer of general applicability as may be provided under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement Laws (collectively, “Permitted EncumbrancesLiens”). Except to the extent acquired after the date hereof, the The Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares Shares owned (both beneficially and of “voting stock” of the Company of which record) by such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that date hereof. Without limiting the foregoing, as of the date hereof, other than the Subject Shares, Company Board approved Stock Options and Company RSU Awards listed on Schedule A opposite such Stockholder’s name, such Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the Merger Agreementsatisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Shares (or any securities convertible into or exercisable or exchangeable or redeemable for Shares), or any interest therein.

Ownership of Subject Shares; Total Shares. Such Stockholder is As of the date hereof, the Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will remain, the record and or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholderthe Shareholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder has and has will continue to have good and marketable title to all such of the Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liensEncumbrances, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances encumbrance or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder a shareholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, the “Encumbrances”), except for any such Encumbrance (a) that may be imposed pursuant to (i) this Agreement; , (ii) any applicable restrictions on transfer under the Securities Act or any other applicable state securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictionsapplicable community property interests under applicable Law, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable the Company’s articles of incorporation or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement bylaws (collectively, “Permitted Encumbrances”), and (b) that would not reasonably be expected to prevent or materially delay or impair the consummation by the Shareholder of the transactions contemplated by this Agreement or otherwise materially impair the Shareholder’s ability to perform its obligations hereunder. Except to the extent of any Subject Shares acquired after the date hereofhereof (which shall become Subject Shares upon the acquisition), the Subject Shares and listed on the Shareholder’s signature page hereto are the only equity interests in the Company beneficially owned or owned of record by the Shareholder as of the date hereof. Other than the Subject Shares, the Shareholder does not own (beneficially, of record or otherwise) any shares of Company Preferred Common Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “or any other interests in any voting stock” securities of the Company of which such Stockholder is the “owner” (as such terms are defined and has no interest in Section 203 or voting rights with respect to any voting securities of the Delaware General Corporation Law) Company (other than any shares of Company Common Stock issuable on exercise or settlement of any Company Options, Company RSUs or Company Warrants held by the Shareholder as of the time that date hereof and deemed to be beneficially owned by the Company Board approved Shareholder as of the Merger Agreementdate hereof).

Ownership of Subject Shares; Total Shares. Such As of the date hereof, such Stockholder is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement prior to its valid termination will be, the sole record and or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares (together with, in the case of a Stockholder that is married, such Sxxxxxxxxxx’s spouse to the extent that the Subject Shares and any shares of Company Preferred Stock held by such Stockholder Options constitute community property under applicable Laws) and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”)Lien, except for (i) any such Encumbrance Lien that may be imposed pursuant to (i) this Agreement; , (ii) repurchase option of the Company and any other transfer restrictions under the applicable Company Restricted Share Purchase Agreement, and (iii) transfer restrictions on transfer of general applicability as may be provided under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement Laws (collectively, “Permitted EncumbrancesLiens”). Except to the extent acquired after the date hereof, the The Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares Shares owned (both beneficially and of “voting stock” of the Company of which record) by such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that date hereof. Without limiting the foregoing, as of the date hereof, other than the Subject Shares, Company Board approved Stock Options and Company RSU Awards listed on Schedule A opposite such Stockholder’s name, such Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the Merger Agreementsatisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Shares (or any securities convertible into or exercisable or exchangeable or redeemable for Shares), or any interest therein.

Ownership of Subject Shares; Total Shares. Such As of the date hereof (except with respect to Subject Shares acquired after the date hereof), the Stockholder is is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such the Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings understandings, or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, title or transfer or exercise of any rights of such Stockholder stockholder in respect of such Subject Shares and any shares of Company Preferred Stock inconsistent with this Agreement or the transactions contemplated hereby (collectively, “Encumbrances”), except for (a) any such Encumbrance that may be imposed pursuant to (i) this Agreement; Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any other applicable state securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; law and (vb) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations community property interests under this Agreement applicable Law (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the The number of Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such the Stockholder’s name constitute all are the only shares of Common Stock, Company Stock Options beneficially owned or owned of record by the Stockholder as of the date hereof. Other than the Subject Shares and the convertible securities listed on Schedule A, the Stockholder does not own any shares of “voting stock” Common Stock, Company Stock Options or any other options to purchase or rights to subscribe for or otherwise acquire any securities of the Company of which such Stockholder is the “owner” (as such terms are defined and has no interest in Section 203 or voting rights with respect to any securities of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger AgreementCompany.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement; (ii) any applicable restrictions on transfer under the Securities Act or any other applicable securities law, (iii) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx ixxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (iv) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (v) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Company Board approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and any shares of Company Preferred Stock held by such Stockholder Securities and has good and marketable title to all such Subject Shares and shares of Company Preferred Stock held by such Stockholder Securities free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of such Stockholder in respect of such Subject Shares and any shares of Company Preferred Stock Securities (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (ia) this Agreement; (iib) any applicable restrictions on transfer under the Securities Act or any other applicable securities law, (iiic) any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations; (ivd) any lien for current Taxes not yet due and payable or Taxes being contested in good faith by appropriate proceedings; and (ve) liens that do not (in any individual case or in the aggregate) restrict in any material respect the ability of such Stockholder to comply with its obligations under this Agreement (collectively, “Permitted Encumbrances”). Except to the extent acquired after the date hereof, the Subject Shares and shares of Company Preferred Stock held by such Stockholder listed on Schedule A opposite such Stockholder’s name constitute all of the shares of “voting stock” of the Company of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation LawDGCL) as of the time that the Company Board approved the Merger Agreement.